Information to shareholders

Telenor seeks to have a close and trusting relationship with its shareholders. Through substantial information via several channels the stock market shall be kept informed of significant developments in the Group.

SHAREHOLDER POLICY
Telenor’s long-term primary objective is to give its shareholders a return on their investment that is at least equal to alternative investments with a comparable risk profile. The return shall be made in the form of a cash dividend in addition to the added value of the shares. The Telenor share shall appear as a liquid and attractive investment opportunity.

OWNERSHIP STRUCTURE
At year-end 2003, Telenor had 55,234 shareholders. Of these, 53,234 were private shareholders. Non-Norwegian investors (not holding Norwegian citizenship) owned approximately 22.6% of the total stock. There has been a significant increase in foreign ownership, which was 9.4% at year-end 2002. The Norwegian State, through the Ministry of Trade and Industry, is the largest single owner with 62.6% of the shares. In March 2004 the Kingdom of Norway further reduced its ownership in Telenor. As of 30 March 2004, the share was 53.2%.

AUTHORISATION TO ISSUE NEW SHARES
Until 1 July 2004, the Board of Directors is authorised to increase the share capital with an amount up to NOK 1,065,193,800, through issuance of up to 177,532,300 shares. The Board may waive the pre-emptive rights of shareholders to such shares. From these shares, 471,504 new shares were issued as part of the Share Programme for employees in December 2003.

SHARE PROGRAMME FOR EMPLOYEES
To encourage long-term shareholding among Telenor employees, all permanent employees in Telenor ASA and in Norwegian subsidiaries in which Telenor ASA’s ownership share directly or indirectly is greater than 90%, were given the opportunity to buy shares, with a 20% cash discount, for up to NOK 7,500. Should the average share price during the last 30 days of trade, up to and including 15 December 2004 (share quotation NOK 46.02), be at least 12% higher than a corresponding average price during the last 30 days of trade up to and including 15 December 2003 (share quotation NOK 41.09), those having subscribed for shares on the terms of this offer will be allocated “profit bonus shares” for NOK 2,500, provided, however, that they still hold the allocated shares and are still permanent employees of Telenor.

Around 25% of the employees who were offered shares took advantage of the offer. They were allocated 176 shares each at a price of NOK 42.40 per share, which was the closing price on 15 December 2003. After taking account of the discount, the effective price is NOK 33.92 per share.

On 16 December 2003, 2,095 of the employees having taken part in the share programme for employees in 2002 were each allocated 59 bonus shares.

SHARE CAPITAL AND TREASURY
As of 31 December 2003, Telenor ASA had a share capital of NOK 10.8 billion, divided into 1,804,021,281 shares, each with a nominal value of NOK 6. The Group holds 28,103,172 shares. As part of the stock dividend issue decided at the General Meeting of 10 November 2000, Telenor received 30 million shares to be allocated as bonus shares to private individuals who bought shares in connection with the stock exchange introduction in December 2000. 1,896,828 bonus shares were allocated on 4 December 2001 to those private individuals who still held the shares they were allocated at the time of the stock exchange introduction, with one bonus share for every tenth share held. At the General Meeting in May 2001, the company was authorised to dispose of any remaining shares in a manner decided by the Board.

DIVIDENDS
On the basis of Telenor’s financial situation and expected capital requirements, the Board of Directors has decided that Telenor’s objective is to distribute a dividend to its shareholders which is equal to 40-60% of normalised annual profits, and that the Group will be aiming for a relatively even annual growth in the ordinary dividend per share. The Board of Directors proposes that a dividend of NOK 1 per share be distributed for 2003.

Such dividend as will be determined at the General Meeting will be paid on 25 May 2004 to the shareholders on the date of the General Meeting. The shares will be traded exclusive of dividends on the Oslo Stock Exchange from Friday 7 May 2004.

Telenor has also established a programme for repurchase of own shares, authorised by Telenor’s General Meeting of 8 May 2003. Up to 19 March 2004, the Group has purchased 12,810,000 shares in the market. The Norwegian State, which is Telenor’s largest owner, has undertaken to participate in the programme by cancelling a proportionate share of its own shareholding for the purpose of keeping its ownership share unchanged.

At the next General Meeting on 6 May 2004, the Board of Directors will propose that a new authorisation to repurchase own shares be given.

Interval	Number of shareholders	Share of all shareholders	Number of shares	Ownership share
1–1,000	47,785	86.5%	18,826,971	1.0%
1,001–1,00,000	7,066	12.8%	41,390,989	2.3%
100,001–1,000,000	279	0.5%	103,896,465	5.8%
1,000,001–10,000,000	92	0.2%	250,024,388	13.9%
10,000,001–1,129,842,400	12	0.0%	1,389,882,468	77.0%
Total	55,234	100.0%	1,804,021,281	100.0%

SHARE PRICE PERFORMANCE
At the outset of 2003, the Telenor share was quoted at NOK 27.00. The highest quotation during the year was NOK 44.50, and the lowest was NOK 22.80. At year-end, the quotation price was NOK 43.50 and the price quoted on Nasdaq was USD 19.550 per ADR (each ADR corresponds to 3 shares). The market value as at 31 December 2003 was NOK 78.5 billion, which makes Telenor ASA the third largest company quoted on the Oslo Stock Exchange.

TRADE
The Telenor share is listed on the Oslo Stock Exchange under the ticker code TEL. The share is also listed on Nasdaq in the US under the ticker code TELN, where it is traded through Telenor’s ADR programme. One ADR share corresponds to three Norwegian shares. The custodian bank is Morgan Guaranty Trust Company of New York.

In 2003, 1.9 billion Telenor shares at a total value of NOK 62.4 billion were traded on the Oslo Stock Exchange. The average trading volume for Telenor shares on the Oslo Stock Exchange for the year was 7.6 million shares per day of trading. A round lot for the Telenor share on the Oslo Stock Exchange is 200 shares.

VOTING RIGHTS AND OWNERSHIP
Telenor has one class of shares and each share carries one vote. The Group does not have any ownership restrictions beyond those stipulated in the Norwegian concession laws. The Norwegian Public Limited Companies Act regulates the exercising of shareholder rights. Pursuant to Norwegian law, only shares registered in the owner's name can be used for voting. Voting rights can be exercised no earlier than two weeks after the shareholding has been reported to the Norwegian Central Securities Depository (VPS).

INFORMATION TO THE STOCK MARKET
Contact with the Norwegian and international stock markets has high priority at Telenor, and the company wishes to have an open dialogue with its shareholders and other players in the stock market. The reason being that the financial markets at any given time shall have sufficient information about the company in order to form the basis for an accurate share valuation. Information that may be important to shareholders and other players in the Norwegian and international markets is provided in the form of notices to the Oslo Stock Exchange and through press releases. Telenor presents its results at its headquarters at Fornebu outside Oslo every quarter. In addition, regular meetings are held with investors in Europe and in the US. Leading stockbrokers in Norway and abroad closely monitor Telenor’s activities.

RISK ADJUSTMENT
In accordance with Norwegian tax regulations, such shareholders as are subject to taxation in Norway must, when calculating sales gains, make a downward or upward adjustment of the cost price of the shares with a “RISK” amount (adjustment of original cost of shares by taxed profits). The RISK amount is calculated annually based on the change in Telenor’s retained, assessed capital, divided by the number of issued Telenor shares. The RISK amount for 2002 was NOK - 0.38 per share, and the preliminary corresponding figure for 2003 has been calculated at NOK -0.99 per share. The final RISK amount for 2003 will not be published until 1 January 2005. Shareholders who are not subject to taxation in Norway are not affected by the Norwegian RISK regulations.

RATING
In March 2003, Telenor was rated by Moody’s at A2/P1 for long and short-term financing respectively. Also in March 2003, Telenor was rated by Standard & Poor at A-/A2 for corresponding long and short-term financing.
More information – continuously updated – on shareholder related matters can be found on the Telenor IR web site: www.telenor.com/ir

Name of shareholder	Nominees	Number of shares 31.12.03	Citizenship	Ownership share 31.12.03
Nærings- og Handelsdepartementet		1,129,842,400	NOR	62.63%
State Street Bank & Trust & Co.	*	70,761,238	USA	3.92%
Folketrygdfondet		49,754,000	NOR	2.76%
Telenor ASA		28,103,172	NOR	1.56%
Morgan Stanley & Co. INC.	*	24,020,822	GBR	1.33%
Skandinaviska Enskilda Banken	*	14,169,980	SWE	0.79%
JPMorgan Chase Bank	*	14,073,624	USA	0.78%
Mellon Bank AS Agent for clients	*	13,338,152	USA	0.74%
Orkla ASA		12,000,000	NOR	0.67%
The Northern Trust Co.	*	11,911,725	GBR	0.66%
JPMorgan Chase Bank	*	11,041,411	GBR	0.61%
Deutsche Bank AG (GCS) London	*	10,865,944	ARE	0.60%
Vital Forsikring ASA		9,250,950	NOR	0.51%
Skandinaviska Enskilda Banken		8,309,893	NOR	0.46%
Mellon Bank AS Agent for Abn Amro	*	7,160,384	USA	0.40%
JPMorgan Chase Bank		7,102,500	USA	0.39%
State Street Bank & Trust & Co,	*	7,044,314	USA	0.39%
The Northern Trust Co.	*	6,900,158	GBR	0.38%
Investors Bank & Trust Company	*	6,820,259	USA	0.38%
Deutsche Bank AG	*	6,625,066	DEU	0.37%
Total		1,449,095,992		80.33%
Total other		354,925,289		19.67%
Total number of shares		1,804,021,281		100.00%
Total number of shareholders (31.12.03)		55,234
		Number of shares		Ownership share
Private Norwegian		40,764,239		2.3%
Institutional Norwegian		1,356,337,956		75.2%
Private foreign		409,928		0.0%
Institutional foreign		406,509,158		22.5%
Total		1,804,021,281		100.0%

Country	Number of shares	Share of free floating shares
Norway	239,157,473	37%
USA	159,264,713	25%
UK	100,468,434	15%
Europe (outside the Nordic region)	94,924,688	15%
The Nordic region (outside Norway)	33,462,591	5%
The rest of the world	18,797,810	3%
Total	646,075,709	100%